Exhibit
10.43


 


FORM OF
PROMISSORY NOTE AND PLEDGE AGREEMENT


 


DUE: December 27,
2010


 


$132,987.00


 


DATE OF
ISSUE:                                                 December 27,
2007


 


FOR VALUE RECEIVED, CLEMENT
FENG (the “Executive”) hereby promise
to pay, to: GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (the “Company”),
or its permitted assigns, the principal sum of ONE
HUNDRED THIRTY TWO THOUSAND AND NINE HUNDRED AND EIGHTY SEVEN ($132,987.00)  (the “Principal
Amount”) or, if less, the principal amount outstanding
hereunder on the Maturity Date, pursuant to and in accordance with the terms
and conditions provided in this Note. All terms used herein without definition
shall have the meanings ascribed to them in that certain Restricted Stock
Agreement, dated as of December 27, 2007, by and among Executive and GPS
CCMP Acquisition Corp. (the “Parent”).


 


1.                                       Maturity. (a) The
outstanding Principal Amount shall be due and payable on December 27, 2010
(such date, or such earlier date as the outstanding Principal Amount of this
Note is or is required to be repaid in full, is referred to herein as the “Maturity
Date”). The Note shall mature upon the occurrence of an
Acceleration Event (as defined below).


 


For purposes of this Note,
an Acceleration Event shall include each of the following events and occurrences:


 


(i)                                          the sale,
transfer or assignment of all or any portion of the Pledged Collateral (as
hereinafter defined) by the Executive;


 


(ii)                                       the failure of
the Executive to make any payment hereunder as and when the same shall become
due and payable, whether by acceleration or otherwise, which shall continue
uncured for 2 business days;


 


(iii)                                    the failure of
the Executive to comply with the terms and provisions of Section 7 of this
Note, which failure shall continue uncured for a period of 5 business days;


 


(iv)                                   any of the
terms or provisions of this Note shall be or become unenforceable or any of the
terms or provisions of this Note shall cease to be in full force and effect,
and Executive shall fail or refuse to enter into such new note, or one or more
amendments to the Note as the Company shall reasonably require to address such
failures or deficiencies;


 


(v)                                      the commission
of any act of bankruptcy by the Executive, the execution by the Executive of a
general assignment for the benefit of creditors, the filing by or against the
Executive of any petition in bankruptcy or any petition for relief under the
provisions of the federal bankruptcy laws or any other state or federal law for
the relief of debtors and the continuation of such petition without dismissal for
a period of twenty (20) days or more, the appointment of a receiver or trustee
to take possession of any property or assets of the Executive, or the
attachment of or execution against any property or assets of the Executive; and


 

















 


(vi)                                   the Executive shall
cease to be a full time employee of the Company.


 


2.                                       Interest. The Executive
promises to pay interest on the unpaid Principal Amount hereof from time to
time outstanding at a rate per annum equal to 5.25%, compounded annually on
each anniversary of the date hereof. Interest shall be calculated on the basis
of a year of 365 or 366 days (as the case may be) for the actual number of days
elapsed. Interest shall accrue and be added to the outstanding Principal Amount
and shall be due and payable on the Maturity Date.


 


3.                                       Manner of
Payment. All payments due hereunder shall be made to the Company at its office
at the address set forth in Section 8 below, in lawful money of the
United States of America and in same day funds, or at such other place and in
such other manner as may be specified in writing by the Company. Anything in
this Note to the contrary notwithstanding, any payment of principal or interest
on this Note that is due on a date other than a business day shall be made on
the next succeeding business day. If the date for any payment is extended to
the next succeeding business day by reason of the preceding sentence, the
period of such extension shall not be included in the computation of the
interest payable on such business day.


 


4.                                       Prepayment. The Executive
may, at any time, prepay in whole or in part, without premium or penalty, the
unpaid Principal Amount and accrued interest thereon. Notwithstanding any
provision in this Note to the contrary, the amount to be prepaid pursuant to
this Section 4 shall be applied first to the prepayment of accrued
interest on the Note outstanding on such date.


 


5.                                       Waiver. Executive
hereby waive presentment for payment, demand, protest and notice of dishonor.
No renewal or extension of this Note and no delay in enforcement of this Note
or in exercising any right hereunder shall affect the liability of Executive
hereunder.


 


6.                                       Security. (a) As
security for the Executive’s obligations under the Note, the Executive hereby
pledges and escrows with the Company, in a form transferable for delivery,
Executive’s entire equity interest in the Parent (the “Pledged Stock”), and such additional property
received or distributed in respect of such Pledged Stock (together with such
additional property, the “Pledged
collateral”). The certificate representing the Pledged
Stock shall be accompanied by a stock power, duly endorsed in blank.


 


(b)                                                              So long as
there shall not exist no or occur any Acceleration Event, Executive shall be
entitled to exercise any and all voting rights which may be associated with the
ownership of the Pledged Stock.


 


(c)                                                               Upon payment in
full of the Note, the Executive shall be entitled to the return of the Pledged
Collateral. This Note and the agreements contained herein shall terminate at
such time as all of the Pledged Collateral held hereunder has been delivered by
the Company to the Executive as provided herein.


 


7.                                       Restrictions. At all times
that any amounts are due and outstanding under this Note, the Executive will
not (a) sell, transfer or assign (or attempt to sell, transfer or assign)
any interest of Executive in and to the Pledged Collateral, other than pursuant
to and in accordance with the terms of that certain Shareholders’ Agreement,
dated as of November 10, 2006, by and among the Parent and the other
parties from time to time party thereto or (ii) create, incur, assume or
suffer to exist any lien, security interest or other encumbrance upon the
Pledged Collateral, other that pursuant to the terms hereof.


 


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8.                                       Notices. Any notice or
other communication required or permitted to be given hereunder shall be
delivered via an overnight courier such as Federal Express or delivered against
receipt (including by confirmed facsimile transmission), as follows:


 


(i)                               In the case of
the Executive, to:


 


Clement Feng


20690 Bradford CT


Brookfield, WI 53045


Telecopy:


Attn:


 


(ii)                            In the case of
the Company, to:


 


Generac Power Systems, Inc.


P.O. Box 295


Waukesha, WI 53187


Telecopy: (262) 544-4851


Attn: Aaron Jagdfeld, Chief
Financial Officer


 


or to such other address as the party may
have furnished in writing in accordance with the provisions of this paragraph.


 


9.                                       Governing Law. This Note
shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York without regard to the principles of conflicts of law
thereof.


 


10.                                 Assignment. The Executive
may not, directly or indirectly, assign its rights or obligations under this
Note.


 


11.                                 WAIVER OF JURY
TRIAL. EACH OF THE EXECUTIVE AND, BY ITS ACCEPTANCE OF THIS NOTE, THE
COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE AND
AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.


 


*        *        *


 


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IN WITNESS WHEREOF, the
undersigned Executive has executed this Note on the date of issue stated above.


 


 


	
   

  	
  /s/ Clement Feng

  
	
   

  	
  Name:   CLEMENT FENG

  



 


 


Signature
page to Note in favor of Generac Power Systems, Inc.